U.Y. Fincorp Limited proposes Rs 187.1692 crore issue

U.Y. Fincorp proposes a Rs 187.1692 crore preferential issue comprising 5,21,20,000 equity shares and 2,45,90,000 convertible equity warrants at Rs 24.40 each. The proposal distributes direct shares among 136 investors, while three subscribers would receive all warrants, which can convert into equal shares within 18 months of allotment.

What securities is U.Y. Fincorp proposing to issue?

U.Y. Fincorp is proposing 5,21,20,000 equity shares and 2,45,90,000 convertible equity warrants under a preferential issue. The direct equity-share component has a stated value of Rs 127.1728 crore, while the warrant component has a stated value of Rs 59.9996 crore.

Each share and warrant carries a face value of Rs 5 and an issue price of Rs 24.40, including a premium of Rs 19.40 per instrument. If all 2,45,90,000 warrants are converted, the proposal would result in 7,67,10,000 shares and warrants in total, with the combined stated value reaching Rs 187.1692 crore.

U.Y. Fincorp’s board also approved a notice to convene an Extraordinary General Meeting, or EGM. The disclosure does not specify the EGM date, report shareholder approval or state that the proposed securities have been allotted, so the investor schedules describe proposed maximum allotments rather than completed transactions.

How is the proposed issue split between shares and warrants?

U.Y. Fincorp proposes to allocate Rs 127.1728 crore of equity shares to 136 investors and Rs 59.9996 crore of warrants to three subscribers. The share issue is therefore spread across a large list of proposed allottees, while the future conversion rights under the warrant issue are held by only three proposed subscribers.

The warrant schedule provides for 1,02,45,000 warrants in the first listed allocation, 92,20,000 warrants for Udai Kothari and 51,25,000 warrants for Dipti Deepak Kothari. At Rs 24.40 per warrant, these allocations carry stated values of Rs 24.99714 crore, Rs 22.49684 crore and Rs 12.505 crore, respectively.

The first listed warrant allocation represents about 41.7% of the 2,45,90,000-warrant pool, compared with about 37.5% for Udai Kothari and about 20.8% for Dipti Deepak Kothari. These proportions relate to the proposed warrant schedule, while the resulting shares would arise only if the warrant holders exercise conversion rights.

The direct equity issue is broader in size and number of recipients. Its 5,21,20,000 proposed shares are more than twice the 2,45,90,000 warrants, although warrants would create an equivalent number of shares if fully converted under the disclosed terms.

Which equity investors have the largest proposed allocations?

U.Y. Fincorp lists Naresh Saraaf as the largest named equity allottee, with 25,60,000 proposed shares valued at Rs 6.2464 crore. This allocation is 5,15,000 shares larger than each 20,45,000-share allocation listed for Oswal Capital Ventures Advisory LLP and Areeza India Strategy Partners LLP, each valued at Rs 4.9898 crore.

Ashok Kantilal Darji is proposed to receive 15,35,000 shares worth Rs 3.9894 crore. Several allottees, including Nikhil Santosh Oswal, Suvash Murlidhar Chaini, Manish Jain, Acharya Hariom Manishankarbhai and Premal Mukundbhai Shah, are shown with 12,25,000 shares each, carrying a stated value of Rs 2.989 crore per allocation.

Further down the schedule, numerous investors are proposed to receive 4,05,000 shares worth Rs 98.82 lakh or 2,00,000 shares worth Rs 48.80 lakh. The list also contains several 60,000-share allocations of Rs 14.64 lakh each, while Nayani Shirinbanu Shabbirali is listed for 40,000 shares worth Rs 9.76 lakh.

The post-issue schedule indicates that individual allocations outside the largest positions would generally represent limited percentages of the assumed post-issue capital. A 20,45,000-share holding is shown as 0.77%, a 12,25,000-share holding as 0.46%, and a 60,000-share holding as 0.02%, based on the filing’s full-warrant-conversion assumption.

When and how can U.Y. Fincorp warrants convert into shares?

U.Y. Fincorp states that each warrant is convertible into one equity share at any time within 18 months from the warrant allotment date. Conversion can occur in one or more tranches, meaning the 2,45,90,000 potential warrant shares would not necessarily be issued at one time.

The warrant holder must pay the full issue price before exercising conversion. At the disclosed price of Rs 24.40, conversion of all 2,45,90,000 warrants would create equity shares corresponding to the Rs 59.9996 crore stated value of the warrant issue.

U.Y. Fincorp says both the warrants and the shares arising from their conversion will be subject to lock-in requirements prescribed under applicable Securities and Exchange Board of India, or SEBI, regulations. The 5,21,20,000 directly allotted equity shares would also be subject to the prescribed lock-in provisions.

The filing’s post-issue ownership schedule is calculated assuming full conversion of all warrants. Its pre-preferential shareholding reference date is October 28, 2026, so the post-issue percentages reflect both the direct share proposal and the full potential 2,45,90,000-share warrant conversion.

How could the proposed issue affect the disclosed ownership pattern?

U.Y. Fincorp’s table shows the first listed warrant subscriber increasing from 3,74,30,914 shares, or 19.60%, to 4,76,75,914 shares, or 17.46%, after the assumed conversion of 1,02,45,000 warrants. The shareholding count rises, but the ownership percentage declines by 2.14 percentage points because the table assumes an enlarged share base.

Udai Kothari is shown with 4,41,51,639 shares, or 23.27%, before the issue and would receive 92,20,000 warrants. Dipti Deepak Kothari is shown with 39,25,125 shares, or 2.06%, before the issue and would receive 51,25,000 warrants, taking the disclosed assumed post-issue position to 90,50,125 shares, or 3.39%.

Naresh Saraaf’s holding is shown rising from 2,55,000 shares, or 0.13%, to 28,15,000 shares, or 1.05%, after the proposed allotment of 25,60,000 equity shares. The comparison illustrates that absolute shareholdings may increase even where percentage ownership is affected by the larger number of shares assumed to be outstanding after the issue.

The filing does not provide an actual post-allotment shareholding outcome because allotment has not been reported. Its percentage calculations are scenario-based, with the warrant component included only on the stated assumption that every proposed warrant is converted.

Conclusion

U.Y. Fincorp’s proposed Rs 187.1692 crore preferential issue combines a Rs 127.1728 crore direct equity allotment to 136 investors with Rs 59.9996 crore of warrants for three subscribers. The immediate equity allocation is distributed among many proposed investors, whereas the potential future share issuance from warrants is concentrated in three allocations.

The next disclosed event is the EGM notice approved by the board, although the filing gives no meeting date or approval outcome. If the proposal proceeds to allotment, the warrant allotment date will start the 18-month conversion period, and subsequent conversion tranches would determine when the potential 2,45,90,000 additional shares enter the capital base.